TRW Sends Letter to Northrop Grumman: TRW Says Northrop’s Statement Is Misleading

TRW Inc. today
sent the following letter to Northrop Grumman Corporation:

    April 23, 2002

    W. Burks Terry
    Corporate Vice President and General Counsel
    Northrop Grumman Corporation
    1840 Century Park East
    Los Angeles, CA  90067-2199

          Re:  Confidentiality Agreement

    Dear Mr. Terry:

        Because you have released your letter of April 21, 2002 publicly, I
    need to point out that we believe it is seriously misleading.  Your letter
    strongly suggests, if not states, that the 1997 Confidentiality Agreement
    entered into between our companies did not contain a standstill provision.
    As you know, that agreement, in fact, did contain a two-year standstill
    provision at your insistence.

        It is quite disturbing that Northrop would widely disseminate, to our
    shareholders and to yours, such a materially misleading letter.  I regret
    the need to address this matter in the press; however, your actions have
    left me no choice but to set the public record straight.


    Sincerely,
    /s/
    William B. Lawrence
     Executive Vice President, General Counsel and Secretary

TRW provides advanced-technology products and services for the aerospace,
systems, and automotive markets.